Abstract:
UK company law differs from corporate law in most other jurisdictions in that boards of directors apparently derive their powers from the articles of association rather than the statute. In this article, it is argued that this apparent difference is not, as often considered, significant but in fact is a legacy of the unincorporated form that existed in the yearsbetween the Bubble Act 1720 and the mid-nineteenth century incorporation by registration statutes. It is also suggested that the primary nature of the powers of boards calls into question the place of legal and economic concepts of agency in modern company law.
